SEC v. Oppenheimer & Co. Inc., Southern District of New York (Dec. 12, 2025) — Complaint

[OCR_UNRECOVERABLE method=recover reason=missing_pdf ts=2026-08-11T14:53:34.733Z]                                                           

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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 

SECURITIES AND EXCHANGE 
COMMISSION, 
 

Plaintiff, 
 

vs. 
 

OPPENHEIMER & CO. INC.,  
 

Defendant. 

 No.  1:22-cv-7801 
 
COMPLAINT 
 
 
 

 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint 

against Oppenheimer & Co. Inc. (“Oppenheimer” or “Defendant”), alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. This action concerns Oppenheimer’s repeated failures to comply with the 

requirements of the “Limited Offering Exemption,” which exempts certain “Limited Offerings” of 

municipal securities from the general requirement to provide disclosures to investors.  The Limited 

Offering Exemption requires, among other things, that underwriters like Oppenheimer have a 

reasonable belief that the municipal securities are being sold only to sophisticated investors that are 

each buying the securities for a single account without a plan to distribute them.   

2. Yet, from June 15, 2017 through April 27, 2022 (the “relevant period”), 

Oppenheimer sold securities in at least 354 municipal offerings in purported reliance on the Limited 

Offering Exemption when it had not satisfied the exemption requirements (“Violative Offerings”).  

In each Violative Offering, Oppenheimer sold municipal securities to broker-dealers and/or 

investment advisers when Oppenheimer did not have a reasonable belief that those entities were 

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buying for their own accounts.  In fact, Oppenheimer knew or should have known those entities 

may have been buying the securities on behalf of their customer and/or client accounts.  Despite 

this, Oppenheimer made no inquiry to determine if those entities were buying on behalf of their 

customers and/or clients and, if so, whether such investors met the exemption criteria.  Thus, 

Oppenheimer failed to satisfy the Limited Offering Exemption because it sold the municipal 

securities without a reasonable belief that the broker-dealers and/or investment advisers, or any 

customers and/or clients on whose behalf they may have been buying, were both sophisticated and 

buying the securities for a single account.  

3. Throughout the relevant period, Oppenheimer lacked policies and procedures 

reasonably designed to ensure that it complied with the Limited Offering Exemption when acting as 

underwriter in Limited Offerings of municipal securities. 

4. At the same time, Oppenheimer made deceptive statements to municipal securities 

issuers by representing that it would and did comply with the Limited Offering Exemption 

requirements.  Oppenheimer was negligent in making these statements because its regular practice 

was to not obtain the information necessary to know whether its sales of municipal securities would 

or did meet the Limited Offering Exemption requirements.  The 354 Violative Offerings that 

Oppenheimer conducted did not meet the Limited Offering Exemption requirements, and 

Oppenheimer knew or should have known its statements to the contrary were deceptive. 

5. In connection with the 354 Violative Offerings it conducted, Oppenheimer realized 

at least $1,938,580 in net profits.   

6. Upon information and belief, Oppenheimer continues to underwrite what it 

purports to be Limited Offerings of new issue municipal securities without satisfying the Limited 

Offering Exemption requirements.  Upon information and belief, Oppenheimer has also failed to 

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implement written policies and procedures reasonably designed to ensure compliance with the 

Limited Offering Exemption. 

7. By engaging in the misconduct described herein, Oppenheimer violated, and 

unless restrained or enjoined by this Court, will continue to violate, Securities Exchange Act of 

1934 (“Exchange Act”) Rule 15c2-12 [17 C.F.R. § 240.15c2-12], Municipal Securities 

Rulemaking Board (“MSRB”) Rules G-17 and G-27, and Exchange Act Section 15B(c)(1) [15 

U.S.C. § 78o-4(c)(1)].  The Commission therefore seeks a judgment against Oppenheimer 

providing permanent injunctive relief and ordering Oppenheimer to pay disgorgement, plus 

prejudgment interest, and a civil money penalty, and any other appropriate and necessary 

equitable relief. 

JURISDICTION AND VENUE 

8. The Commission brings this action, and this Court has jurisdiction, pursuant to 

Sections 21(d), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d),  78u(e), and 78aa]. 

9. Venue is proper in this District pursuant to Section 27(a) of the Exchange Act [15 

U.S.C. § 78aa(a)] because certain acts, practices, transactions, and courses of business 

constituting the violations occurred in the Southern District of New York.  Oppenheimer is 

headquartered in New York, New York. 

10. Oppenheimer made use of the means or instrumentalities of interstate commerce 

or the mails in connection with the conduct alleged herein.  

DEFENDANT 

11. Oppenheimer & Co. Inc. is a New York corporation headquartered in New 

York, NY and is a subsidiary of Oppenheimer Holdings Inc.  Oppenheimer is registered with the 

Commission as a broker-dealer, investment adviser, and municipal advisor.  As part of its 

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business, Oppenheimer participates as an underwriter in primary securities offerings by issuers, 

including municipal issuers.  

BACKGROUND OF LIMITED OFFERINGS OF MUNICIPAL SECURITIES 

12. Municipal issuers of securities are public entities or municipalities, such as cities 

or counties, looking to offer securities in order to raise funds for public projects, such as schools 

or roads.  As such, municipal issuers are generally exempt from the standard registration and 

reporting provisions imposed by the Securities Act of 1933 (“Securities Act”) and the Exchange 

Act.  However, Exchange Act Rule 15c2-12 [17 C.F.R. § 240.15c2-12] creates similar 

requirements by indirectly imposing disclosure requirements on municipal issuers through their 

underwriters. 

13. Municipal securities offerings are generally facilitated by an underwriter, which is 

a broker-dealer that purchases a new issue of municipal securities from an issuer with a view to 

offer and sell those securities to investors.  As underwriter, the broker-dealer typically takes on 

the risk and responsibility of finding investors to purchase the securities.  In return, the 

underwriter has the opportunity to earn a profit between the price it pays the issuer for the 

securities and the price at which it sells them to investors. 

14. Exchange Act Rule 15c2-12 generally requires that broker-dealers participating as 

underwriters in municipal securities offerings of $1 million or more obtain certain disclosures 

from issuers and facilitate the dissemination of those disclosures to investors.  These disclosures 

enable municipal securities investors to make informed investment decisions and to protect 

themselves from potential misrepresentations or other fraudulent activities by brokers, dealers, 

and municipal securities dealers. 

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15. However, municipal issuers and their underwriters can avoid the burden and expense 

of these disclosure obligations if they meet the requirements of the Limited Offering Exemption 

provided in Exchange Act Rule 15c2-12(d)(1)(i) [17 C.F.R. §§ 240.15c-12(d)(1)(i)].  The 

Limited Offering Exemption applies to primary offerings of municipal securities if the offered 

securities are sold: 

 “in authorized denominations of $100,000 or more;” and 
 
 “to no more than thirty-five persons each of whom the [underwriter] reasonably               
believes:  
 

o has such knowledge and experience in financial and business matters that it 
is capable of evaluating the merits and risks of the prospective investment; 
and  

o is not purchasing for more than one account or with a view to distributing the 
securities.” 

 
FACTUAL ALLEGATIONS 

16. Oppenheimer markets itself to municipal issuers as a leading underwriter of short-

term municipal securities, including offerings conducted under the Limited Offering Exemption.  

Oppenheimer’s marketing materials tout its “[f]ine-tuned [ ] Limited Placement Notes Issuance 

Process,” as well as its “prowess” and “rare experience” with such offerings.  Oppenheimer also 

markets Limited Offerings to municipal issuers in particular as a way to obtain “quick access to 

short-term funding,” without the burden and expense of providing disclosure to investors.  In its role 

as underwriter for Limited Offerings, Oppenheimer regularly markets and sells these securities to 

other broker-dealers and investment advisers, many of which are buying the securities on behalf of 

their own customer and/client accounts. 

A. Oppenheimer Failed to Comply with the Limited Offering Exemption 

17. In order to comply with the Limited Offering Exemption, an underwriter must sell 

the securities in denominations of $100,000 or more and cannot sell to more than 35 investors.  In 

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addition, the underwriter must “reasonably believe” each investor meets the stated sophistication 

criteria and is purchasing the securities for a single account.  To meet these requirements, an 

underwriter must obtain certain information about investors, including, at a minimum, the size of 

each investor’s investment, the number of investors, each investor’s level of financial experience 

and/or sophistication, and whether each investor is buying the securities for a single account.   

18. From June 15, 2017 to April 27, 2022, Oppenheimer acted as underwriter in 354 

municipal offerings of $1 million or more and purported to comply with the Limited Offering 

Exemption.  Yet, Oppenheimer neither sought nor received any of the information necessary to 

determine whether the investors met the criteria of the Limited Offering Exemption.  Oppenheimer 

sold the securities to broker-dealers and investment advisers when Oppenheimer knew or should 

have known those entities may have been buying on behalf of customers and/or clients that were 

unknown to Oppenheimer.  Thus Oppenheimer failed to satisfy the Limited Offering Exemption 

because Oppenheimer did not have a reasonable belief that the broker-dealers and investment 

advisers, or the customer(s) or client(s) on whose behalf they may have been buying, met the 

stated sophistication criteria and were purchasing the securities for a single account. 

1. Sales to Broker-Dealers 

19. In approximately 302 of the 354 Violative Offerings, Oppenheimer sold at least 

some of the municipal securities to other broker-dealers that were in the business of servicing their 

own brokerage customer accounts.  When Oppenheimer sold the municipal securities to a broker-

dealer, that broker-dealer often immediately re-sold the securities to one or more of its brokerage 

customers.   

20. For example, on April 12, 2019, Oppenheimer purchased a $1.14 million offering 

from a New Jersey municipal issuer.  The same day, Oppenheimer sold the entire offering to 

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another broker-dealer.  Shortly thereafter, that broker-dealer broke up the block of securities it 

purchased from Oppenheimer and re-sold it to five different customer accounts (all of whom were 

unknown to Oppenheimer) in the following par amounts:  $500,000; $300,000; $140,015; 

$100,000; and $100,000. 

21. Oppenheimer’s sales of securities to these broker-dealers did not satisfy the Limited 

Offering Exemption requirements.  Oppenheimer did not reasonably believe the broker-dealers 

were buying the securities for their own accounts because the broker-dealers that were buying the 

securities were in the business of servicing brokerage customer accounts.  Thus, in each instance, 

Oppenheimer knew or should have known that the broker-dealer representatives may not have been 

buying for the broker-dealer’s own account, but rather, on behalf of its brokerage customer(s).  

Despite this, Oppenheimer made no inquiry to determine if the broker-dealer was purchasing on 

behalf of a customer(s), and if so, whether such brokerage customer(s) met the Limited Offering 

Exemption criteria.  In particular, to the extent the broker-dealers were purchasing on behalf of their 

customers, Oppenheimer neither requested nor received information from the broker-dealers about: 

how many customers would receive the securities; how much each customer was investing; each 

customer’s level of financial experience; or whether each customer was buying for a single account.   

22. Without this information, Oppenheimer could not have formed the requisite 

reasonable belief that the broker-dealers, or the customers on whose behalf they may have been 

buying, were sufficiently sophisticated and buying for a single account, as the Limited Offering 

Exemption requires. 

2. Sales to Investment Advisers 

23. In the remaining approximately 52 of the 354 Violative Offerings, Oppenheimer 

sold at least some of the municipal securities to investment advisers that were institutional 

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brokerage customers of Oppenheimer.  Similar to the sales to broker-dealers, when Oppenheimer 

sold the municipal securities to an investment adviser customer, that investment adviser often 

allocated the securities to one or more of its own advisory clients.  

24. For example, on June 12, 2018, Oppenheimer purchased a $21 million offering from 

a New Jersey municipal issuer.  On June 26, 2018, Oppenheimer sold $8,058,485 of the offering to 

one of its investment adviser customers.  Shortly thereafter, the investment adviser broke up the 

$8,058,485 amount it purchased from Oppenheimer and allocated it to five different advisory client 

accounts (all of whom were unknown to Oppenheimer) in the following par amounts: $6,733,485; 

$675,000; $300,000; $250,000; and $100,000. 

25. Oppenheimer’s sales of securities to these investment advisers did not satisfy the 

Limited Offering Exemption requirements.  Oppenheimer did not reasonably believe the investment 

advisers were buying the securities for their own accounts because these investment advisers were 

in the business of managing accounts for their advisory clients.  Thus, in each instance, 

Oppenheimer knew or should have known that the investment adviser may not have been buying 

for its own account, but rather, on behalf of its advisory client(s).  Despite this, as with the sales to 

broker-dealers, Oppenheimer made no inquiry to determine whether the investment adviser was 

purchasing on behalf of advisory client(s), and if so, whether such advisory client(s) met the 

Limited Offering Exemption criteria.  In particular, to the extent the investment advisers were 

purchasing on behalf of their clients, Oppenheimer neither requested nor received information from 

the investment adviser about: how many clients would receive the securities; how much each client 

was investing; each client’s level of financial experience; or whether each client was buying for a 

single account. 

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26. Without this information, Oppenheimer could not have formed the requisite 

reasonable belief that the investment advisers, or the clients on whose behalf they may have been 

buying, were sufficiently sophisticated and buying for their own account, as the Limited Offering 

Exemption requires.  

B. Oppenheimer’s Policies and Procedures are Inadequate 

27. Throughout the relevant period, Oppenheimer lacked policies and procedures 

reasonably designed to ensure compliance with the Limited Offering Exemption as required by 

MSRB Rule G-27(c).  MSRB Rule G-27(c) requires broker-dealers to adopt, maintain, and 

enforce written supervisory procedures (WSPs) reasonably designed to ensure that the conduct of 

the municipal securities activities of the broker-dealer and its associated persons comply with the 

Exchange Act and MSRB rules. 

28. Although Oppenheimer had WSPs which purported to summarize the 

requirements of the Limited Offering Exemption, those WSPs were entirely inadequate.  In 

particular, Oppenheimer’s WSPs contained no reference to the requirement that Oppenheimer 

form a reasonable belief that the investor is not purchasing for more than one account or with a 

view to distributing the securities.  Oppenheimer’s WSPs also did not instruct its personnel on 

obtaining information about investors in order to form the requisite reasonable belief that the 

investors (a) have such knowledge and experience in financial and business matters that they are 

capable of evaluating the merits and risks of the prospective investment; and (b) are not purchasing 

for more than one account or with a view to distributing the securities. 

29. Moreover, although Oppenheimer commonly sold Limited Offering securities to 

broker-dealers and investment advisers, Oppenheimer’s WSPs contained no guidance on how to 

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comply with the Limited Offering Exemption requirements when selling to such an entity that 

may be purchasing on behalf of its customers and/or clients. 

30. Upon information and belief, Oppenheimer has not modified or updated its WSPs 

to address these issues. 

C. Oppenheimer Negligently Made Deceptive Statements to Municipal Issuers 

31. In order to obtain and carry out its role as underwriter in these Violative Offerings, 

Oppenheimer negligently made deceptive statements to municipal issuers in violation of MSRB 

Rule G-17.  MSRB Rule G-17 provides in relevant part that, in the conduct of its municipal 

securities business, every broker, dealer, and municipal securities dealer shall deal fairly with all 

persons and shall not engage in any deceptive, dishonest, or unfair practice. 

32. Each of the Violative Offerings were initiated by a municipal issuer, which 

published a “Notice of Sale” describing the securities and certain terms on which the securities may 

be offered to investors.  When a municipal issuer intends to take advantage of the Limited Offering 

Exemption, that issuer mandates in its Notice of Sale that the underwriter must comply with the 

Limited Offering Exemption in selling the securities to investors.  In response to the Notice of Sale, 

any broker-dealer firm wishing to act as underwriter may submit a bid to buy the securities from the 

issuer, which the broker-dealer would then offer and sell to investors with the goal of making a 

profit on the price difference. 

33. In connection with each of the Violative Offerings, Oppenheimer submitted a 

written bid to the municipal issuer offering to purchase the securities.  In its written bids, 

Oppenheimer represented to the municipal issuers that it would comply with the terms of the Notice 

of Sale, including the requirement to offer the securities in accordance with the Limited Offering 

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Exemption.  The purpose of these representations is to provide assurance to the municipal issuers 

that the underwriter will conduct the Limited Offerings in compliance with federal law. 

34. Yet, for each Violative Offering, these representations were deceptive because 

Oppenheimer, in fact, did not comply with the requirements of the Limited Offering Exemption.  

And Oppenheimer was at least negligent in making these representations because Oppenheimer 

knew or should have known that its regular practice (as described above) was to sell the Limited 

Offering securities to broker-dealers and investment advisers without a reasonable belief that those 

entities, or the customers or clients on whose behalf they may have been buying, met the Limited 

Offering Exemption criteria.  Oppenheimer also knew or should have known it regularly failed to 

request adequate information to know if the 35 investor limit and $100,000 denomination 

requirements of the Limited Offering Exemption would be met.  And Oppenheimer knew or should 

have known that it lacked policies and procedures reasonably designed to ensure that its personnel 

complied with the requirements of the Limited Offering Exemption. 

35. For example, on June 27, 2019, Oppenheimer purchased a $1.9 million offering 

from a New Jersey issuer.  The issuer’s Notice of Sale specified: 

The Notes are being offered in accordance with the “private placement” 
exemption in Rule 15c2-12 of the Securities and Exchange Commission (“Rule 
15c2-12”).  No offering document constituting an “official statement” will be 
prepared, and the Notes will be in minimum authorized denominations of 
$100,000.  The successful bidder (the “Purchaser”) will be required to deliver a 
certificate to the Borough and Bond Counsel at closing to the effect that the 
Purchaser agrees to purchase the Notes without an official statement and will not 
reoffer the Notes for sale or sell the Notes to more than thirty-five persons each of 
whom the Purchaser reasonably believes (i) has such knowledge and experience 
in financial and business matters that it is capable of evaluating the merits and 
risks of the prospective investment and (ii) is not purchasing for more than one 
account or with a view to distributing the Notes. 
 
36. Oppenheimer provided the issuer with a written bid seeking to purchase the 

securities “[s]ubject to the provisions of the [ ] Notice of Note Sale, which is made a part of this 

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proposal.”   On June 27, 2019 – the same day it purchased the securities from the issuer –

Oppenheimer sold the entire offering to another broker-dealer.  And, over the next several days, the 

broker-dealer re-sold the securities it purchased from Oppenheimer to six different customers (all of 

whom were unknown to Oppenheimer). 

37. Despite having represented that it would comply with the specific requirements of 

the Limited Offering Exemption, Oppenheimer knew or should have known that the broker-dealer 

may have been buying on behalf of one or more brokerage customers that were unknown to 

Oppenheimer.  Yet, Oppenheimer did not inquire or otherwise obtain any of the necessary 

information to ensure that it would and did comply.  Thus, Oppenheimer could not have formed the 

requisite reasonable belief that the broker-dealer, or the customer(s) on whose behalf it was buying, 

was sophisticated and buying for a single account, as the Limited Offering Exemption requires.       

38. After entering into transactions to purchase the securities from municipal issuers, but 

before actually receiving the securities, some municipal issuers imposed an additional requirement 

on Oppenheimer to certify that it had complied with the Limited Offering Exemption.  

Oppenheimer submitted to these issuers a signed “Certificate of Underwriter as to Rule 15c2-12,” 

attesting that the securities had been sold: (a) “in minimum denominations of $100,000”; and (b) “to 

no more than thirty-five (35) persons each of whom [Oppenheimer] reasonably believes:  (i) has 

such knowledge and experience in financial and business matters that it is capable of evaluating the 

merits and risks of the prospective investment; and (ii) is not purchasing for more than one account 

or with a view to distributing the [securities].” 

39. Oppenheimer’s representation that it had complied with the specific requirements of 

the Limited Offering Exemption was patently false and deceptive.  Either before or shortly after 

making these statements, Oppenheimer sold some or all of the subject municipal securities to 

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broker-dealers or investment advisers without a reasonable belief that those entities were buying for 

their own accounts.  And Oppenheimer knew or should have known that it had neither requested nor 

received information to determine whether the broker-dealers or investment advisers were buying 

on behalf any customers and/or clients, and, if so, how sophisticated such customers and/or clients 

were, how much they were each buying, and whether they were buying the securities for a single 

account.  Oppenheimer also knew or should have known it did not have adequate information to 

know if the 35 investor limit and $100,000 denomination requirements of the Limited Offering 

Exemption had been met.   

D. Oppenheimer Profited from the Violative Offerings 

40. Oppenheimer profited from the Violative Offerings by buying the municipal 

securities from the issuer and then re-selling them to investors at a higher price than it originally 

paid.  After subtracting for routine business expenses incurred by Oppenheimer in connection with 

the offerings, including clearing costs and other fees, Oppenheimer realized at least $1,938,580 in 

net profits from the 354 Violative Offerings. 

TOLLING AGREEMENT 

41. On May 4, 2022, Oppenheimer signed a tolling agreement with the Commission that 

specified a period of time (a “tolling period”) in which “the running of any statute of limitations 

applicable to any action or proceeding against [Oppenheimer] authorized, instituted, or brought by . 

. . Commission . . . arising out of the [Commission’s investigation of Oppenheimer’s conduct], 

including any sanctions or relief that may be imposed therein, is tolled and suspended . . . .”  The 

tolling agreement further provides that the Defendant and any of its agents or attorneys “shall not 

include the tolling period in the calculation of the running of any statute of limitations or for any 

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other time-related defense applicable to any proceeding, including any sanctions or relief that may 

be imposed therein, in asserting or relying upon any such time-related defense.” 

42. This agreement tolled the running of any limitations period or any other time-related 

defenses for Oppenheimer from April 27, 2022 to July 27, 2022. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Rule 15c2-12 

 
43. The Commission realleges and incorporates by reference paragraphs 1 through 42 

above, as if they were fully set forth herein. 

44. The U.S. securities laws require that underwriters of municipal securities offerings 

comply with certain disclosure requirements or the requirements of an exemption to disclosure.  By 

engaging in the conduct described above, Oppenheimer underwrote at least 354 primary offerings of 

municipal securities without complying with the disclosure requirements and without complying 

with an exemption from the disclosure requirements.   

45. By engaging in the conduct described above, Oppenheimer violated Exchange Act 

Rule 15c2-12 [17 C.F.R. §§ 240.15c2-12], which states that it shall be unlawful for any broker, 

dealer, or municipal securities dealer to act as an underwriter in a primary offering of municipal 

securities with an aggregate principal amount of $1,000,000 or more unless the Participating 

Underwriter complies with the requirements of this section or is exempted from the provisions of 

this section. 

46. By engaging in the foregoing misconduct, Oppenheimer violated, and unless 

restrained and enjoined will continue to violate, Exchange Act Rule 15c2-12 [17 C.F.R. §§ 

240.15c2-12] by purporting to conduct Limited Offerings without satisfying the requirements of the 

Limited Offering Exemption set forth in Exchange Act Rule 15c2-12(d)(1) [17 C.F.R. §§ 240.15c2-

12(d)(1)].    

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SECOND CLAIM FOR RELIEF 
Violations of MSRB Rule G-27 

 
47. The Commission realleges and incorporates by reference paragraphs 1 through 42 

above, as if they were fully set forth herein. 

48. By engaging in the conduct described above, Oppenheimer violated MSRB Rule G-

27(c), which requires broker-dealers to adopt, maintain, and enforce written supervisory procedures 

reasonably designed to ensure that the conduct of the municipal securities activities of the broker-

dealer and its associated persons are in compliance with the Exchange Act and MSRB rules.    

49. Oppenheimer lacked written policies or procedures reasonably designed to ensure 

compliance with Exchange Act Rule 15c2-12 when Oppenheimer is purportedly conducting 

offerings of municipal securities under the Limited Offering Exemption. 

50. By engaging in the foregoing misconduct, Oppenheimer violated, and unless 

restrained and enjoined will continue to violate, MSRB Rule G-27. 

THIRD CLAIM FOR RELIEF 
Violations of MSRB Rule G-17 

 
51. The Commission realleges and incorporates by reference paragraphs 1 through 42 

above, as if they were fully set forth herein. 

52. By engaging in the conduct described above, Oppenheimer violated MSRB Rule G-

17, which provides in relevant part that, in the conduct of its municipal securities business, every 

broker, dealer, and municipal securities dealer shall deal fairly with all persons and shall not engage 

in any deceptive, dishonest, or unfair practice. 

53. Oppenheimer represented to municipal securities issuers that Oppenheimer would 

and/or did comply with the Limited Offering Exemption.  These representations were deceptive 

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because Oppenheimer knew or should have known that it regularly and repeatedly sold the 

securities to broker-dealers and investment advisers without satisfying the exemption requirements.  

54. By engaging in the foregoing misconduct, Oppenheimer violated, and unless 

restrained and enjoined will continue to violate, MSRB Rule G-17. 

FOURTH CLAIM FOR RELIEF 
Violation of Exchange Act Section 15B(c)(1) 

55. The Commission realleges and incorporates by reference paragraphs 1 through 42 

above, as if they were fully set forth herein. 

56. By engaging in the conduct described above, Oppenheimer violated Exchange 

Action Section 15B(c)(1) [15 U.S.C. § 78o-4(c)(1)], which provides in relevant part that no broker, 

dealer, or municipal securities dealer shall make use of the mails or any means or instrumentality of 

interstate commerce to effect any transaction in, or to induce or attempt to induce the purchase or 

sale of, any municipal security, in contravention of any rule of the MSRB. 

57. Oppenheimer violated MSRB Rules G-17 and G-27. 

58. By engaging in the foregoing misconduct, Oppenheimer violated, and unless 

restrained and enjoined will continue to violate, Exchange Act Section 15B(c)(1). 

PRAYER FOR RELIEF 
 

WHEREFORE, the Commission respectfully requests that this Court enter a judgment: 

A.  Finding that Oppenheimer violated the federal securities laws and MSRB Rules 

alleged in this complaint; 

B.  Permanently restraining and enjoining Oppenheimer from violating the federal 

securities laws and MSRB Rules alleged in this complaint; 

C.  Ordering Oppenheimer to disgorge all ill-gotten gains received as a result of its 

unlawful conduct, plus prejudgment interest; 

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D.  Ordering Oppenheimer to pay civil penalties pursuant to Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)]; and 

E.  Granting such other and further equitable relief to the Commission as the Court 

deems just and appropriate. 

 
Dated:  September 13, 2022    Respectfully submitted, 
 
 

/s/ Devon Staren   
Devon Staren (pro hac vice admission to be filed) 
Attorney for Plaintiff 
U.S. Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
(202) 551-5346 (Staren) 
[email protected] 

Of Counsel: 
 
Laura Cunningham 
U.S. Securities and Exchange Commission 
100 F. Street N.E. 
Washington DC 20549 

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